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DocuSign Envelope ID: 85055BOD-455A-48713-9E2A-5C96622A1E36
<br />9. flmllgamtialit During the term of the Agreement, either party may be required to disclose
<br />information to the other party thatis marked "`confidential" orl4of such a type that the confidentiality thereof
<br />isreazdnablysoparent(pollOctivdly,"Qorifidentiellnformation');Thf§togolvlh party will; (a) limit disclosure
<br />of any Confidential Information of the other poky to the receiving party's directors, officers, employees,
<br />'agents and other represontatives, (collectively "Representatives') who have a need to know such
<br />Confidential Information in connection with the Services; (4) Advise its personnel And agents of the
<br />confidential nature of the Confidential Information and of the obligations set forth In the Agreement; (o) keep
<br />off Confidential Information confidential by using areasonable dogree ofoarej but notless than the degree
<br />of care used by It in safequardirlg its own confidential -information; and (d) net disclose Any Confidential
<br />Information to any thlrd party unless ess expressly authorized by the disclosing party, Notwithstanding the
<br />foregoing, a party may disclose Confidential Information pursuant to a valid governmental, jUdiciali or
<br />administrative order, subpoeria, discovery request, regulatory request, Freedom of Information Act (FOIA)
<br />request, or Public RecordsAtl:(PIRA) request, or similormothod, provided that the party proposing to make
<br />any such disclosure will promptly natfly, to the extent practicable, the otherparly In writing ol'such demand
<br />for disclosure to that the other party may, atAssole expense, seek to make, suoh4isclosure subject ito a
<br />protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information.,
<br />Each party shall be responsible for Any breach of this section by any of such partft person or agents.
<br />10. Varranty Disclairrier..ALL SERVICES AND SUBSCRIPTION MATERIALS ARE PROVIDED "As.
<br />IS" AND LEXIPOL DISCLAIMS ALL WARRANTIES, WHETHER WRESS, IMPLIED, STATUTORY', OR
<br />OTHERWISE, INCLUDINQr ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
<br />PARTICULAR PURPOSE, TITLE, AND NON4NFRIXOEMeNT, AS WELL AS ALL WARRANTIES
<br />ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
<br />11. Lirtfigtipri, of Llakility. Lexipol's cumulative liability resultiogfrom any claims, demands, or actions
<br />arising out of or relating to the Agreement, the Services, or the use of any Subscripttoo Materials shallnot
<br />exceed the aggregate amount of subscription fees actually paid to LoXJpoI by Agency for the associated
<br />Services during the twelvemonth period immedlately.priortp the assertion of such clailm,,damand, or action.
<br />Irf no event shall Lexilpol be fiahle for any indirect, Incidental, consequential, special, exemplary damages,
<br />orlost profits, even if Lax1pol has been advised of the pQssibility-oftuch damages. The limitations setforth
<br />in this Section shall apply whether the subject claim is based an breach of contract, tort, strict liability,
<br />product liability or any other- theory or cause of adflom
<br />11 General Terms.
<br />12.1 General Interpretation, The language used In,the Agreement and these Terms, shall be
<br />deemed to express the, mutual intent of Lexical and Agency, The Agreement thall be 0onstriject without
<br />regard to any presumption or rule requiring construction against the party causing such Instrument or any
<br />portion thereof to be drafted, or In favor of the party receiving a particular 'benefit underthe Agreement.
<br />12.2 Invalidity of Proyislons. Each of the provisions contained In the Agreement and these
<br />Terms Is distinct and severable, A declaration of Invalidity or urionforceability of any such provision or part
<br />thereof by a court of cornpotentlurisdiction shall not affect the validity or enforceability of any other provision
<br />hereof. Further, If a court of competent Jurisdiction finds any provision of the Agreement to be invalid or
<br />unenforceable, the parties agree -that the court should endeavor to give, effect to the parties' Intention as
<br />reflected in such provision to the maximum extent possible,
<br />12.3 Waiver Lexipol's failure to exercise, or, delay In exorcising, any %right or remedy under any
<br />provision of the Agreement shall not constitute a waiver Of Such right.or remedy.
<br />12.4 Governing La The.Agreemant shall be construed in accordance with, and governed by,
<br />the laws of the State, in which Agency Is located, without giving efflact to any choice of law doctrine that
<br />would cause the lawrof any OtherjUrisdiction to apply.
<br />Copyright 0 Loxlpol, LLC 199.5-2022
<br />Rev. 1.1,2022
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